Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 26, 2017 | |
Document and Entity Information: | ||
Entity Registrant Name | LED Lighting Co | |
Entity Trading Symbol | ledl | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Entity Central Index Key | 1,502,659 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 26,157,195 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 85 | $ 33 |
Total Current Assets | 85 | 33 |
TOTAL ASSETS | 85 | 33 |
Current Liabilities | ||
Accounts payable & accrued expenses | 71,609 | 63,898 |
Shareholder Advance | 73,599 | 61,913 |
Note payable | 10,000 | 10,000 |
Total Liabilities | 155,208 | 135,811 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively | 0 | |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 26,157,195 shares issued and outstanding as of March 31, 2017 and December 31, 2016 respectively | 2,616 | 2,616 |
Additional paid-in capital | 4,268,234 | 4,268,234 |
Accumulated deficit | (4,425,973) | (4,406,628) |
Total Stockholders' Deficit | (155,123) | (135,778) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 85 | $ 33 |
CONDENSED BALANCE SHEETS PARENT
CONDENSED BALANCE SHEETS PARENTHETICALS - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Parentheticals | ||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 26,157,195 | 26,157,195 |
Common Stock, shares outstanding | 26,157,195 | 26,157,195 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | ||
Revenue | $ 0 | |
Cost of revenue | $ 0 | |
Gross profit | 0 | |
Operating expenses | 19,170 | 16,160 |
Loss from operations | (19,170) | (16,160) |
Other expense | ||
Interest expense | (175) | |
Total other expenses | (175) | |
Loss before income taxes | (19,345) | (16,160) |
Income tax expense | 0 | |
Net loss | $ (19,345) | $ (16,160) |
Loss per share - basic | $ 0 | $ 0 |
Weighted average shares - basic | 26,157,195 | 26,157,194 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (19,345) | $ (16,160) |
Changes in operating assets and liabilities | ||
Prepaid and other current assets | (10,000) | |
Accounts payable & accrued expenses | 7,711 | (2,500) |
Net cash used in operating activities | (11,634) | (28,660) |
FINANCING ACTIVITIES: | ||
Bank Overdraft | (37) | |
Advance from Shareholders | 11,686 | 30,137 |
Proceeds from the issuance of note payable | 10,000 | |
Net cash provided by financing activities | 11,686 | 40,100 |
Net increase (decrease) in cash | 52 | 11,440 |
Cash, beginning of period | 33 | |
Cash, end of period | $ 85 | 11,440 |
Interest Paid | 0 | |
Taxes Paid | $ 0 |
OVERVIEW
OVERVIEW | 3 Months Ended |
Mar. 31, 2017 | |
OVERVIEW | |
OVERVIEW | 1. OVERVIEW Nature of Operations LED LIGHTING COMPANY ("the Company"), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 28, 2013, the Companys board of directors and stockholders approved an amendment to the Companys Certificate of Formation to change its corporate name to LED Lighting Company, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company. The LED Lighting Company plans to supply LED (light-emitting diode) light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. All of our products are tested and listed by UL Underwriters Laboratories (UL) or Electrical Testing Laboratories (ETL). Additionally, all products to be supplied will be tested and in compliance with industry standards such as those set up by Energy Star, and the Illuminating Engineering Society of North America (IESNA). Going Concern The Company has sustained operating losses and an accumulated deficit of $4,425,973 since inception of the Company on July 19, 2010 through March 31, 2017. In the first quarter of 2017, the Company incurred a loss of $19,345 . The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties. These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. The management of the Company plans to use their personal funds or seek equity or debt financing to pay all expenses incurred by the Company in 2017. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Companys financial statements. Such financial statements and accompanying notes are the representations of the Companys management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (GAAP) in all material respects, and have been consistently applied in preparing the accompanying financial statements. Use of Estimates In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. Fair Value Measurements ASC 820, Fair Value Measurements Cash and Cash Equivalents The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2017. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. Income Taxes Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017, there were no deferred taxes. Share Based Compensation The Company applies ASC 718, Share-Based Compensation to account for its service providers share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors communications and public relations with broker-dealers, market makers and other professional services. In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. Net Loss Per Share Under the provisions of ASC 260, Earnings per Share, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of March 31, 2017, there were warrants outstanding for the purchase of 1,555,629 shares of common stock which could potentially dilute future earnings per share. |
LIABILITIES TO RELATED PARTIES
LIABILITIES TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2017 | |
LIABILITIES TO RELATED PARTIES | |
LIABILITIES TO RELATED PARTIES | 3. LIABILITIES TO RELATED PARTIES Company liabilities to related parties consist of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Shareholder advances $ 73,599 $ 61,913 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2017 | |
STOCK BASED COMPENSATION | |
STOCK BASED COMPENSATION | 4. STOCK BASED COMPENSATION Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the statement of operations. Stock Options On May 28, 2013, the Companys board of directors and stockholders approved the adoption of the LED Lighting Company 2013 Equity Incentive Plan (the 2013 Plan). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 1,500,000 shares of common stock have been reserved for awards under the 2013 Plan. No options are currently outstanding under the Plan. Warrants As of December 31, 2016, 5,418,628 warrants had been issued with an exercise price of $1.00. No warrants were issued during the first quarter of 2017. As the exercise price of the warrants issued exceeds the price at which shares have been issued by the Company, the warrants have no intrinsic value. A summary of warrant activity as of March 31, 2017 and changes during the quarter then ended is presented below: Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Average Expiration Date Outstanding December 31, 2016 1,918,629 $1.00 0.42 5/30/2017 Issued in Q1 2017 Investors - - - - Issued in Q1 2017 Services - - - - Exercised - - - - Forfeited or Expired 363,334 - - - Outstanding March 31, 2017 1,555,295 $1.00 0.44 9/13/2017 Exercisable March 31, 2017 1,555,295 $1.00 0.44 9/13/2017 |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2017 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | 5. STOCKHOLDERS DEFICIT The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2016, the Company had 26, 157,195 shares of common stock issued and outstanding, and zero shares of preferred stock issued and outstanding. In the first quarter of 2017 the Company issued no shares of common or preferred stock. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies (POLICIES): | |
Use of Estimates | Use of Estimates In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of March 31, 2017. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. |
Income Taxes | Income Taxes Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017, there were no deferred taxes. |
Share Based Compensation | Share Based Compensation The Company applies ASC 718, Share-Based Compensation to account for its service providers share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors communications and public relations with broker-dealers, market makers and other professional services. In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. |
Net Loss Per Share | Net Loss Per Share Under the provisions of ASC 260, Earnings per Share, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of March 31, 2017, there were warrants outstanding for the purchase of 1,555,629 shares of common stock which could potentially dilute future earnings per share. |
LIABILITIES TO RELATED PARTIES
LIABILITIES TO RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
LIABILITIES TO RELATED PARTIES (Tables): | |
LIABILITIES TO RELATED PARTIES (Tables) | Company liabilities to related parties consist of the following as of March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Shareholder advances $ 73,599 $ 61,913 |
SCHEDULE OF STOCK WARRANTS (Tab
SCHEDULE OF STOCK WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
SCHEDULE OF STOCK WARRANTS | |
SUMMARY OF WARRANT ACTIVITY AS OF MARCH 31, 2017 AND CHANGES DURING THE CURRENT YEAR | A summary of warrant activity as of March 31, 2017 and changes during the quarter then ended is presented below: Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Average Expiration Date Outstanding December 31, 2016 1,918,629 $1.00 0.42 5/30/2017 Issued in Q1 2017 Investors - - - - Issued in Q1 2017 Services - - - - Exercised - - - - Forfeited or Expired 363,334 - - - Outstanding March 31, 2017 1,555,295 $1.00 0.44 9/13/2017 Exercisable March 31, 2017 1,555,295 $1.00 0.44 9/13/2017 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 3 Months Ended | 80 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | |
Going concern Details | ||
Operating losses and an accumulated deficit | $ 4,425,973 | |
Incurred a loss | $ 19,345 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) | Mar. 31, 2017shares |
Net loss per share Details | |
Warrants outstanding for the purchase of shares of common stock | 1,555,629 |
LIABILITIES TO RELATED PARTIE16
LIABILITIES TO RELATED PARTIES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
LIABILITIES TO RELATED PARTIES Details | ||
Shareholder advances | $ 73,599 | $ 61,913 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) | May 28, 2013shares |
Stock Options Details | |
Shares of common stock have been reserved for awards under the 2013 Plan | 1,500,000 |
WARRANTS NARRATIVE (Details)
WARRANTS NARRATIVE (Details) | Dec. 31, 2016$ / sharesshares |
WARRANTS NARRATIVE DETAILS | |
Warrants issued | shares | 5,418,628 |
Warrants issued with an exercise price | $ / shares | $ 1 |
Summary of warrant activity (De
Summary of warrant activity (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Warrants Plan Options | |
Outstanding December 31, 2016 | 1,918,629 |
Forfeited or expired | 363,334 |
Outstanding March 31, 2017 | 1,555,295 |
Exercisable March 31, 2017 | 1,555,295 |
Weighted Average Exercise Price | |
Outstanding December 31, 2016 | $ / shares | $ 1 |
Outstanding March 31, 2017 | $ / shares | 1 |
Exercisable March 31, 2017 | $ / shares | $ 1 |
Avg Remaining Contractual Life (Years) | |
Outstanding December 31, 2016 | 0.42 |
Outstanding March 31, 2017 | 0.44 |
Exercisable March 31, 2017 | 0.44 |
CAPITAL STOCK (DETAILS)
CAPITAL STOCK (DETAILS) - shares | Mar. 31, 2017 | Dec. 31, 2016 |
Capital stock Details | ||
Authorized to issue shares of common stock | 100,000,000 | |
Authorized to issue shares of preferred stock | 20,000,000 | |
Shares of common stock issued and outstanding | 26,157,195 |